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THE ADOBE LEGAL DEPARTMENT STYLE GUIDE

A guide for clear legal writing and enhanced collaboration on document creation.

Page

About this Style Guide

2

THE PRINCIPLES

Organize Yourself Before You Begin Writing

3

Corporate Logo
Font
Line Spacing
Numbering, Cross-referencing
Page Layout, White Space
Page Numbers
Table of Contents

4

THE LOOK














Abbreviations
Ampersands
Bold, Italics, Quotation Marks, Underlining
Capital Letters
Contact Details
Date Format
Headings

5





Numbers
Punctuation
References to Legislation
Space between Sentences
Tables, Examples, Flowcharts

6

Page One of Agreement Template
• Parties
• Background
• Agreed Terms

7

Substantive Clauses
• Definitions
• Internal Cross-references
• Paragraphs within a Clause


Appendices, Exhibits, Schedules
Execution Page

TEMPLATE FORMAT

GENERAL
CONVENTIONS

THE SUBSTANCE

DRAFTING CONVENTIONS

CONVENTIONS
FOR AGREEMENT
TEMPLATES

8&9
10
11
12

Page

SENTENCES

THE SUBSTANCE

GUIDELINES FOR
WRITING CLEARLY

WORD CHOICES

PROVISOS



Length
Active Voice
Gaps between the Subject, the Verb, and the Object

13



Modifying Terms
Present Tense
Rhetorical Emphasis

14

Above and Below

15

And/or

Archaic Words and Legalese

17


Collective Nouns
Positive Expressions

18

Relative Pronouns

19

Shall

20

Surplus Words


Synonyms
Verbs

23

Gender-neutral Language

24



Provisos that attach a condition
Provisos that include an exception or qualication
Provisos that are independent statements

25

Provisos as conjunctive phrases

26

Bibliography

15 & 16

21 & 22

27

A Haiku for Users

Clear Legal Writing
Represents Company Brand
Delights Customers

Adobe Systems Incorporated

Page | 1

Adobe Legal Department Style Guide

ABOUT THIS STYLE GUIDE

WHEN

WHY

WHAT

DO I USE THIS
STYLE GUIDE?

SHOULD I USE THIS
STYLE GUIDE?

DOES THIS STYLE GUIDE
REQUIRE ME TO DO?

When you write as a member of an
In-House Legal Department.

Your writing represents your
Corporate Brand.

This document applies to all
In-House Legal Department
communication and documents, but
has a special focus on transaction
documents and other external-facing
terms such as sales contracts.

In-House Legal Department writing
should be accurate, complete, clear,
and easy to read and understand.

• Keep an open mind; maximize the
use of technology and make an
effort to learn new technology
features, especially those in
Microsoft Word.

In-House Legal Department
documents should also be:

• Write in plain English. Avoid
legalese and archaic English.

• consistent in format and style,
regardless of who drafted the
document; and

• Use an approved document format
when you work on a document

• prepared with maximum ease and
efficiency.

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• Adopt consistent drafting
conventions across all your
documents.

This Style Guide seeks to help you
achieve these goals.

Page | 2

Adobe Legal Department Style Guide

THE PRINCIPLES

1. Know Your
Audience

Organize
Yourself Before You
Begin Writing




Who is your primary reader? Are there others?
What is the most important thing you want to tell the reader?
What other points do you need to make?
What is the document's purpose?

2. Have a Plan:
Organize Your
Ideas and
Make Your
Point

■ Decide on your main messages.
■ Put related materials together.
■ Seek to have each paragraph develop the main idea
through a logical sequence.
■ Organize provisions in order of descending importance.

3. Format Your
Document so
that it is Easy to
Read

4. Write Clearly
and Concisely

■ Use informative headings that clearly signpost the
main messages.
■ Break text into small units - use short sections, or
subdivide longer ones.
■ Consider the use of tables, lists, and other graphic
devices to explain difficult concepts.

■ Use short sentences.
■ Pay attention to your choice of words.
■ Refer to the rest of this Style Guide for more tips.

5. Edit and Proofread
Your Writing

Page | 3

Adobe Legal Department Style Guide

THE LOOK

Template Format

As legal professionals, we tend to be concerned about text. However, document design has an important effect on the reader’s ability to read, find, and use
the information in a document too. We should, therefore, also care about how a document looks.
This section of the Style Guide sets out the basic design principles that the Adobe Legal Department believes will enhance the readability of documents like
agreements.

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Corporate Logo

Line Spacing

Page Layout, White Space

■ At the top left corner of the first page, use
Corporate Logo

■ Use single-spaced lines





Font

Numbering, Cross-referencing

Page Numbers

Agreement Body, Clause Headers
■ English and languages that use the Roman or
Latin alphabet: Calibri; size 10
■ Japanese: Ryo Clean; size 10
■ Korean: Batang; size 10
■ Simplified Chinese: SimSun; size 10
■ Traditional Chinese: PMingLiU; size 10
Agreement Title, Segment Headers
■ Same fonts as Agreement Body; size 12
■ All capital letters
Footer, Foot Notes, Page Numbering
■ Same fonts as Agreement Body; size 8

■ Use the following numbering system:
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Genius is the
ability to
reduce the
complicated
to the simple.
- C.W. Ceram

Portrait
Alignment: Justified
Margins: 0.75” all round
Header from top: 0.75”
Footer from bottom: 0.75”

■ Located in the footer, in the middle of the
page
■ Page x of [number of pages]

1. AAA
1.1 bbb
(A) ccc
(1) ddd
(a) eee

■ Do not use Roman numerals
■ Use automatic numbering
■ Use automatic cross-referencing
(refer to Function Guide for Selected
Microsoft Word Features)

Table of Contents
■ Consider including a table of contents if your
document
exceeds
10
pages

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https://spteams1.corp.adobe.com/sites/legal/WELT/Legal%20Templates/Forms/AllItems.aspx
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Page | 4

Adobe Legal Department Style Guide

THE SUBSTANCE

Drafting Conventions

Abbreviations

US

Commonwealth
Jurisdictions

e.g.,

e.g.

that is to say

i.e.,

i.e.

et cetera

etc.

etc.

for example

Ampersands (symbols that represent
“and”, such as “&”, “+”)
■ Use “and” rather than an ampersand in text,
unless it is part of a name.
e.g., Marks & Spencer

General Conventions 1/2
WHY NO CAPITAL
LETTERS FOR
LIMITATIONS AND
DISCLAIMERS:

Capital Letters

Date Format

■ Do not use all capital letters for limitations
and disclaimers; for US documents,
emphasize the text in bold instead.

■ Specify:
❒ the day in numerical form
❒ the month in alphabetical form
❒ the year in numerical form.

■ Do not use a capital for “clause”, “paragraph”,
“schedule”,
“annexure”,
“section”,
“regulation”,
or
“article”
etc.
example of correct use: Under section 10
■ Use a capital letter when a defined term is
being
used.
e.g., …install, implement, and use the
Distributed Code on Customer Hardware.

■ Use a cardinal rather than ordinal number (3
rather than 3rd).

8 Sept 2013

8/9/2013

Sept 8, 2013

9/8/2013

■ Use when a capital would be used in
ordinary
English
usage.
e.g., In a recent High Court case…

8th Sept 2013
Sept 8th, 2013

■ Okay to use in tables and diagrams.

Bold, Italics, Quotation Marks,
Underlining

Contact Details

Headings

■ Only use bold to:
❒ give emphasis
❒ highlight defined terms
❒ highlight limitations and disclaimers in
US documents.

■ No commas when the address is presented
vertically.
e.g.,
Adobe Systems Incorporated
345 Park Avenue
San Jose
California 95110-2704
USA

■ Corporate documents use main headings
(e.g., 3. PAYMENT) and clause headings
(e.g., 3.1 Time for Payment).

■ Only use underlining for web links.
■ Only use italics for:
❒ citing cases or legislation (in
Commonwealth jurisdictions)
❒ referencing other document titles
❒ quoting
other
materials.
Page | 5

■ Use commas after each address line when
the address is presented horizontally.
e.g.,
Adobe Systems Incorporated, 345 Park
Avenue, San Jose, California 95110-2704,
USA

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The requirements in the
US Uniform Commercial
Code and other statutes
for disclaimers and
limitations to be made
conspicuous are aimed at
ensuring that affected
parties are alerted to
provisions that may curtail
their rights. Ironically,
using all capitals does not
help to make the
disclaimer or limitation
easier to read. Capital
letters stringed together
are a chore to read, and
the reader is likely to skim
over text in all capitals.
US drafting experts
unanimously agree that
using other styles like
bolding the words meet
the statutory requirements
better.
No equivalent
requirements exist in the
Commonwealth
jurisdictions like England
and Australia.
WHY THE PRESCRIBED
DATE FORMAT:
Different conventions exist
around the world for date
representation.
e.g., 8/9/2013 means
August 9, 2013 in America,
but 8 September 2013 in
England, Australia,
Singapore, and other parts
of the world.
Spelling out the month
eliminates potential
ambiguity.
Adobe Legal Department Style Guide

THE SUBSTANCE

Drafting Conventions

General Conventions 2/2

Numbers

Punctuation

Space between Sentences

■ Generally, write numbers under 11 as words
(e.g., two) and numbers 11 and over as
figures (e.g., 14), except:
❒ Use words for 11 and over when they:

■ Do not use an apostrophe to indicate a
simple plural.
e.g., PDMs, not PDM’s

■ Use a single space between sentences in a
paragraph.

• start sentences (e.g., Twenty
customers)
• refer to an approximate figure (e.g.,
hundreds of people)
• are a fraction not attached to a whole
number (e.g., a twentieth).
❒ Use figures for numbers under 11 when
they:
• include a decimal point, fraction, or
percent sign
• represent other precise quantities or are
used with units of measurement, such
as dates, volumes, weight, length, and
page, section or chapter numbers
• appear in sets of numerals some of
which are higher than ten (e.g., 7, 12 and
23…)
• are presented in tables or graphs.
❒ Use a combination of a numeral and a
word for sums exceeding 999,999 (e.g., 1
million, 2 billion).
■ Do not double up with words and numerals
(e.g., two (2) times the amount).
■ Generally, use decimals (e.g., 12.5), not
fractions (e.g., 12 ½).

Page | 6

■ Use a colon to introduce quoted material or
a series of numbered or bullet points (not a
combination of colon and dash).
e.g.,
Please send me details of all:
(A) outstanding claims;
(B) account receivables; and
(C) accruals.

Think like a
wise man but
communicate
the language
of the people.
- W.B. Yeats

References to Legislation

Tables, Examples, Flowcharts

■ A statute or other legislation should be
referred to by its full and correct short title.

■ Lengthy wording can be made more
intelligible by giving an example.

■ In Commonwealth jurisdictions, the name
and year of the statute are italicized, but the
words “section” and “regulation” are not; do
not use bolding or the terms “sub section” or
“s.” (as in “s.9”).
e.g., section 7 of the Copyright Act 1968 (Cth)

■ Tables may simplify a document’s structure.
■ Complex procedures are easier to
comprehend if flowcharts set out their
steps.

■ In the US, the word “section” is abbreviated
with
“§”.
e.g., The Foreign Corrupt Practices Act of
1977, 15 U.S.C. §§ 78dd-1, et seq.

Adobe Legal Department Style Guide

THE SUBSTANCE

Drafting Conventions

Conventions for Agreement Templates

Page One of Agreement Template

This section sets out the conventions that the Adobe Legal Department adopts in agreement templates.

Parties

Background

■ The defined name of a party appears in
bold, within quotation marks and
parentheses. The quotation marks and
parentheses are not in bold.

■ Recitals can help give the reader a quick idea
of what the document is about.

■ Do not include “the” as part of the defined
name.
■ For strategic contracts or contracts of
significant value, consider using a
shortened form of the other party’s name
as
the
defined
name.
e.g., instead of “Customer”, the defined
name is “XYZ” (legal name).

■ If you wish to include recitals, introduce
them using the word Background.
■ It is not necessary to introduce the recital
sentences with “whereas” or other archaic
terms.
■ Terms in the Background need not be
defined, as they will be defined under the
“Definitions” section of the agreement.

Agreed Terms
■ The substantive clauses of a document
follow the Background (if any) and
commence with the words Agreed Terms.

If a contract lacks
consideration, stating
in the recitals that
there is consideration
is not going to change
the fact that the
contract lacks
consideration.

■ No other words are necessary or should be
used to introduce the substantive or
operative provisions of the document.
e.g., you do not need to write ”NOW
THEREFORE, in consideration of the
premises and the mutual covenants set forth
herein and for other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties
hereto covenant and agree as follows.” or
similar words.
■ If your agreement consists of more than
one document, state at the outset which
documents form part of the agreement.
e.g.,
This agreement consists of the following
parts:
(A) these agreed terms;
(B) the [Exhibits/Schedules]; and
(C) [insert name of document or link that
is incorporated by reference].
If there is any inconsistency between the
above parts, the part listed later will prevail
(to the extent of the inconsistency) over a
part listed earlier.

Page | 7

Adobe Legal Department Style Guide

THE SUBSTANCE
DEFINITIONS

Drafting Conventions

Conventions for Agreement Templates

Substantive Clauses 1/4

Minimize Definitions
■ If you have only used a defined term two or three times, consider whether it is better to abandon the definition.
■ Have
you
defined
anything
that
is
obvious?
If
so,
omit
the
definition.
e.g., Unless disparate documents constitute an agreement and a reader needs to locate these documents from different sources,
there is no need to define “Agreement”. If you are working on only one document and you use “this agreement”, the latter cannot
refer to any agreement other than the agreement that you are drafting.
■ If there are more than just a few definitions (e.g., if your definitions exceed one page), consider putting the list of definitions in a
schedule at the end, not at the beginning of the agreement.

Formatting
In the
“Definitions”
section

When
something
can be read
without
effort, great
effort has
gone into its
writing.
– Enrique Jardiel
Poncela

■ Defined word is in bold, within quotation marks. Do not bold the quotation marks.
■ Each definition ends with a period/full stop.
■ The word “the” does not form part of the definition as it may not be preceded by “the” in the text.
■ Do not state “”X” shall mean…”. Simply state ““X” means…”.
e.g., “Fees” means the fees and charges for the Products and Services, as set out in the Sales Order.

Within the
agreement

First letter of defined term should be capitalized throughout.

Abbreviations
Do not use both a word (or phrase) and an abbreviation as alternative defined terms.
“Maintenance and Support” or “M&S” means…

[Pick one and stick to it.]

Circular Definitions
Check your definitions carefully to ensure they are not circular – a defined term should not refer to another defined term if the second
defined term merely refers back to the first.
Page | 8

Adobe Legal Department Style Guide

THE SUBSTANCE
DEFINITIONS

Drafting Conventions

Conventions for Agreement Templates

Substantive Clauses 2/4

Operative Provisions
Do not include operative provisions in definitions. Definitions should not contain substantive provisions which more properly belong
in the substantive clauses of the agreement.
“Channel Entity“ means the third party with whom
Customer places its order (including initial and
true-up) for Products and Maintenance. With respect
to Adobe Systems, the Channel Entity will be a
fulfillment agent operating on Adobe Systems’s
behalf, and with respect to Adobe Ireland, the
Channel Entity will be a channel entity selected by
Customer.

“Channel Entity“ means the third party with whom
Customer places its order for Products and
Maintenance, as set out in clause 2.1 (Channel
Entity).
[Clause 2.1 then sets out the operative provisions
relating to the Channel Entity.]

Terms Defined within a Clause
Some operative provisions might also define a term. If this occurs, make sure there is a corresponding reference in the “Definitions”
section, unless the definition is used only in the clause containing the operative provision and nowhere else in the agreement.

– Samuel Johnson

e.g.,

Page | 9

A man who
uses a great
many words to
express his
meaning is like
a bad
marksman who,
instead of
aiming a single
stone at an
object, takes up
a handful and
throws in hopes
he may hit.

Operative clause

4.4 Completion of Project
The date for completion of the Project is 25 December 2013 (“Completion Date”).

In the “Definitions”
section

“Completion Date” has the meaning given to it in clause 4.4 (Completion of Project).

Adobe Legal Department Style Guide

THE SUBSTANCE
INTERNAL
CROSSREFERENCE

Drafting Conventions

Conventions for Agreement Templates

Substantive Clauses 3/4

■ When referring to another clause in the agreement, include the title of the clause.
e.g., In addition to the modes of notification specified in clause 17.1 (Notices), notices by Distributor under this clause may be
made by email.
■ Refer to subsections simply by use of the word “clause” or “section” followed by the specific reference number (do not use
“subsection” or “sub-clause”).
e.g., Under section 3.1(A), Customer must …
■ The first letter of the word “clause” or “section” should not be capitalized unless it begins a sentence.
■ It is not necessary to add “of this agreement” or “hereof ” after internal cross-references. However, if an agreement contains
exhibits or schedules, and there are references in an exhibit or schedule to clauses in the main body and vice versa, you would
want to clarify which sections you are referring to.
e.g., section 3 of this schedule
e.g., section 3 of the agreement
■ The following is recommended for brevity and clarity:
Rationale

Page | 10

section 2 and section 4

sections 2 and 4

It is not necessary to repeat the word “section”, because there
is no ambiguity that section 4 is being referenced.

section 7.3(A) (1) and (2)

sections 7.3(A) (1) and
7.3(A) (2)

Subsections should be reproduced in full so that it is
unambiguous which subsection is being referenced.

Unless you
specifically define
“Section” or “Clause”
in the “Definitions”
section (and there is
no need to), there is
no reason to
capitalize the first
letter of “section” or
“clause”.
“Section” is regularly
used in the US, while
“clause” is more
common in the
Commonwealth
jurisdictions like
England and
Australia.

Adobe Legal Department Style Guide

THE SUBSTANCE
PARAGRAPHS
WITHIN A
CLAUSE

Drafting Conventions

Conventions for Agreement Templates

Substantive Clauses 4/4

■ The items in the list must be parallel in substance. Do not make a list like this:
(a)
cake;
(b) milk;
(c)
Shakespeare
■ The items in the list must be parallel in grammar. Do not make a list like this ((a) and (b) are nouns, but (c) begins with a verb):
(a)
governing law;
(b) forum; and
(c)
ensuring that Customer complies with the law.

Sometimes, the best
way to present a
clutter of conditions
or exceptions, or
other closely related
ideas, is with an
introductory clause
followed by a list.

■ A colon follows the introductory words.
e.g., Adobe is entitled to:
■ Each paragraph starts with a lower case letter and ends with a semi-colon if it is not a complete sentence.
e.g., (a) refuse payment of any money due to Distributor;
■ If each paragraph is a complete sentence, use a capital letter at the start and a period/full stop at the end.
e.g.,
Adobe will make payment of rebates only if Distributor performs all these obligations:
(a) Distributor must comply with the forecast, reporting and certification obligations set out in clause 5 (Forecast and Reporting).
(b) Distributor must make payment under clause 6 (Payment).
■ For paragraphs that are not complete sentences, the second to last paragraph ends with “; and” or “; or”.
e.g.,
(a) refuse payment of any money due to Distributor;
(b) conduct an onsite audit under clause 7 (Audit); and
(c) terminate this agreement.
■ If the last paragraph ends the clause, a full stop ends the paragraph.
e.g.,
(a) refuse payment of any money due to Distributor; and
(b) conduct an onsite audit under clause 7 (Audit).
■ If the clause continues after the last paragraph, a comma ends the paragraph, and the remaining text of the clause (not indented)
follows.
e.g.,
Adobe represents and warrants that:
(a) it is authorized to enter into this agreement; and
(b) it has the necessary licenses and permits to perform its obligations under this agreement,
but Adobe makes no other representations or warranties.
■ If you have only used a defined term two or three times, consider whether it is better to abandon the definition.
Page | 11

Adobe Legal Department Style Guide

THE SUBSTANCE

Drafting Conventions

Conventions for Agreement Templates

Appendices, Exhibits, Schedules

■ “Exhibit” is more often used in the US, while “Schedule” is more widely used in the Commonwealth jurisdictions outside the US. Either is fine, as long as
the same term is used consistently throughout a document.
■ Exhibits/Schedules should be named consecutively using capital letters.
e.g.,
Exhibit A
Exhibit B
Schedule A
Schedule B
■ Use “Appendix” for 2nd level schedules, or add numbering to the Exhibit/Schedule letters.
e.g.,
Exhibit A-1
Exhibit A-2
Schedule A-1
Schedule A-2
Appendix 1 to Exhibit A
Appendix 2 to Exhibit A
Appendix 1 to Schedule A
Appendix 2 to Schedule A

THE SUBSTANCE

Drafting Conventions

Conventions for Agreement Templates

Execution Page

■ Adobe’s standard wording for the execution page is:
“By signing below, each party acknowledges that it has carefully read and fully understood this agreement, and each agrees to be bound by the terms of
this agreement. [This agreement will become effective on the Effective Date.]”
■ If any e-signature software is used, insert the following clause in your agreement:
“Each party may sign this agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies.”
■ If the document is a deed, state:
“Executed as a deed.”
(Do confirm that the applicable country’s corporate law requirements for executing a deed are fulfilled before executing the deed.)

Outside Japan and the
Asia Pacific regions,
you can in fact use a
shorter execution
clause for agreements,
such as “Executed as
an agreement”.

■ Do not use archaic language like “IN WITNESS whereof the parties hereunto set their hands and seals the day and year first hereinbefore written” or
similar words.

Page | 12

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Sentences 1/2

Length
Use short sentences:



About 20 words per sentence.
Include only one idea.
Break a long sentence down into manageable parts by using further numbering, bullets, tables, or lists.
Rewrite your sentence if you need to use more than four numbering levels within a sentence.

Active Voice
Prefer the active voice over the passive voice. Active voice means the subject of the verb performs the action.

The document was reviewed by Customer.

Customer reviewed the document.

The Partner Program benefits are summarized in Table 1.

Table 1 summarizes the Partner Program benefits.

Gaps between the Subject, the Verb, and the Object
Avoid wide gaps between the subject, the verb, and the object.

Page | 13

Customer may, at any time before 1 December 2013, terminate the
agreement.

Customer may terminate the agreement at any time before 1
December 2013.

Partner, in addition to having to refund the rebates received from
Adobe earlier, will have to return the Products to Adobe.

Partner must return the Products to Adobe, in addition to refunding the
rebates received from Adobe earlier.

A claim, which in the case of X shall not exceed $500, and in the case of
Y shall not exceed $1,000, may be filed with the Commissioner by any
affected party.

Any affected party may file a claim with the Commissioner. A claim
must not exceed $500 for X, or $1,000 for Y.

DID YOU KNOW?
Lengthy legal
documents originate
from the time when
fees paid to officials of
the English common
law courts and lawyers
were based on the
overall length of
documents!
Although we advocate
the use of short
sentences, clarity, not
brevity, is the ultimate
goal.
ACTIVE VOICE:
The active voice is
clearer, easier to read,
The
voice can
and passive
more concise
thanbe
ambiguous.
The The
active
the
passive voice.
voice isvoice
clearer,
easier to
active
requires
read
more
fewerand
words
thanconcise
the
than thevoice.
passive
passive
Withvoice.
the
The voice,
active
voice
active
you can
requires
usually tellfewer
who is words
doing
than
the
passive
what to whom. voice.
With the active voice,
you can usually tell who
is
doing what
to whom.
SENTENCE
GAPS:
In seeking to
understand a sentence,
a reader’s mind
searches for the subject,
verb, and object. If
those three key
elements are set out in
that order, close
together, near the front
of the sentence, more
often the reader will
understand the
meaning quickly.
Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Sentences 2/2
A misplaced
modifying term may
alter the meaning of
a sentence.

Modifying Terms
Use simple sentences - put modifying terms close to the words they modify.

Children who are abused frequently are not protected.

Frequently, children who are abused are not protected.
Abused children are frequently not protected.

All vehicles including saloons, hatchbacks and MPVs without a permit
may not enter.

All vehicles without a permit, including saloons, hatchbacks and MPVs,
may not enter.

Present Tense
Try to write in the present tense.
This agreement shall commence on the Effective Date.

This agreement commences on the Effective Date.

Rhetorical Emphasis
Do not add rhetorical emphasis to provisions that already express the desired meaning.

Page | 14

Customer has no right whatsoever to claim against Adobe.

Customer has no right whatsoever to claim against Adobe.

Adobe shall not be liable in any manner whatsoever to Customer.

Adobe is not liable in any manner whatsoever to Customer.

Customer shall be wholly and fully responsible for all taxes.

Customer is wholly and fully responsible for all taxes.

Customer shall use the Products strictly in accordance with the
Documentation.

Customer must use the Products strictly in accordance with the
Documentation.

Partner makes the following representations, each and every one of
which is accurate as of the date of this agreement.

Partner makes the following representations, each and every one of
which is accurate as of the date of this agreement.

This agreement is governed in all respects by California law.

This agreement is governed in all respects by California law.

Adobe shall under no circumstances be liable for any incidental,
indirect, special, consequential, or punitive damages.

Adobe shall under no circumstances be is not liable for any incidental,
indirect, special, consequential, or punitive damages.

This agreement will become effective if and only if Parent Company
provides the guarantee described in clause 3 (Guarantee).

This agreement will become effective if and only if Parent Company
provides the guarantee described in clause 3 (Guarantee).

The present tense
leads to simpler
sentence structure
and easier
comprehension.

Rhetorical emphasis
burdens your writing
with extra words that
add no value to your
sentence. Remove
these shackles from
your writing.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

1/10

Above and Below
The words “above” and “below”, when used in the sense of “section 3 below” or “clause 2 above” are unnecessary. Simply state “section 3 ([Header Title])”
or “clause 2 ([Header Title])”.

And/or
Avoid using “and/or”. If you find that using “and/or” in a provision offers significant economy, that is a sign that you should consider restructuring the
provision.
■ When “A and/or B” means “A or B”:

Customer must submit this “true-up” report to Adobe each year, even
if Customer’s Product Penetration and/or EMT did not change.

Customer must submit this “true-up” report to Adobe each year, even
if Customer’s Product Penetration or EMT did not change.

Adobe makes no warranty about the reliability, availability and/or
accuracy of the Service.

Adobe makes no warranty about the reliability, availability, or
accuracy of the Service.

Upon Adobe’s request and so that Adobe may ascertain the
credit-worthiness of Distributor, Distributor must provide to Adobe,
under confidentiality, quarterly audited financial statements including
a balance sheet, income statement, statement of cash flow, relevant
notes and/or references.

To enable Adobe to ascertain the credit-worthiness of Distributor,
Distributor must provide to Adobe, under confidentiality, any of these
quarterly audited financial statements that Adobe may request:
balance sheet, income statement, statement of cash flow, relevant
notes, or references.

■ When “A and/or B” means “A and B”:

Page | 15

“Shrink-wrap Products” means Software Products that are boxed and
shrink-wrapped, and includes Stocking Media and/or Documentation.

“Shrink-wrap Products” means Software Products that are boxed and
shrink-wrapped, and includes Stocking Media and Documentation.

Customer must ensure that it maintains systems and/or procedures
sufficient to ensure a complete and accurate record of the Enterprise
Metric and number of copies of Software installed by the Enterprise.

Customer must ensure that it maintains systems and procedures
sufficient to ensure a complete and accurate record of the Enterprise
Metric and number of copies of Software installed by the Enterprise.

“Distributor Trademarks” means the artwork, logos, and/or other
images, trademarks, service marks, trade names or other identifying
indicia of Distributor.

“Distributor Trademarks” means the artwork, logos, images,
trademarks, service marks, trade names, and other identifying indicia
of Distributor.

“And/or” is either
superfluous or
dangerously
ambiguous. Judges
across the globe
universally condemn
the use of “and/or”.
The very colourful
language of disdain
used includes
statements like “that
Janus-faced verbal
monstrosity, neither
word nor phrase, the
child of the brain of
someone too lazy or
too dull to express his
precise meaning, or
too dull to know what
he did mean…”
(Employers’ Mutual
Liability Insurance
Co. v Tollefsen 263
NW 376 at 377
(1935))

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

2/10

■ When “A and/or B” means A or B or both:
You may choose chocolate and/or vanilla.

You may choose chocolate or vanilla or both.

■ When it is not clear what “and/or” means:

A, B, and/or C

Customer shall purchase A and/or B.

Could mean:
• one or all of A, B, and C; or
• one or more of A, B, and C
If either of the above is intended, state it as it is exactly described
above, instead of using “A, B, and/or C”.

Those who
write clearly
have readers;
those who
write obscurely
have
commentators.
- Albert Camus

Not clear which combination of “A and B” or “A or B” is mandatory.
Better stated as:
“Customer must purchase A or B and may purchase both.”

Page | 16

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

3/10

As the goal is to write
clearly, we should
choose words the
reader will
understand.

Archaic Words and Legalese
Avoid legalese or archaic English. Use everyday words.

Page | 17

amidst

amid

amongst

among

aforementioned

that/these

as to

about, of, by, for, in

hereby

[omit; no need for replacement word]

herein

in this [agreement etc.]

hereinabove

above; or [omit and then cross-reference]

hereinbefore

above; or [omit and then cross-reference]

hereinafter

below; or [omit and then cross-reference]

hereto

[omit; no need for replacement word]

hereunder

under this, below this

in lieu of

Instead of

instant case

here, this case

inter alia

among other things

mutatis mutandis

with the necessary changes

pari passu

equally

per annum

per year, a year, annually

prima facie

on the face of it, it appears

said

the, this, that

same

it, them

set forth

set out, stated in, in

such

that, this, those, the

thereafter

later

therein

in it, in them, inside

thereof

of, from, because of that

thereto

about, to that or it

whilst

while
Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

4/10

Collective Nouns
In British English, it is fine to use either a plural verb or a singular verb after most collective nouns, whereas in American English, the verb following a
collective noun is usually in the singular. Whichever approach you adopt, make sure the attendant pronoun that follows a verb and collective noun is
consistent with the verb and collective pronoun.
e.g.,
Using a singular verb and pronoun

The committee gives its verdict.

Using a plural verb and pronoun

The committee enjoy cookies with their tea.

Positive Expressions
Avoid multiple negatives.

Page | 18

It is not inconsistent.

It is consistent.

I do not disagree.

I agree.

Collective nouns are
singular in form but
refer to a group of
people, animals or
objects. E.g., council,
government, team,
and organization.

Multiple negatives
are distracting and
cause the reader’s
mind to flip from
“yes” to “no” to “yes”
etc.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

5/10

Words such as “who”,
“which”, and “that”
are relative
pronouns.

Relative Pronouns
■ Use relative pronouns correctly.
Try to confine the use of “who” (for people), “which” (for things) to:

a describing clause (one that describes the person or thing you are
referring to).

Use “that”:

only in a defining clause (one that defines which person or thing
you are referring to).

■ Be careful in the use of commas with relative pronouns, as wrong use can skew the meaning significantly.
A defining clause

does not take a comma before the relative pronoun.

A describing clause

takes a comma before the relative pronoun.

■ If your sentence is fine without “that” or “which”/”who”, then omit it. (This is called the “zero relative”. E.g., The man [that] I met carried an umbrella.)
■ Applying the above guidelines:
Original Language

Page | 19

Meaning

New Language

All the teachers who I met signed the record
book which was on the table.

Two defining clauses, implying there may
be other teachers that the writer didn’t
meet, and other record books that were in
other places.

All the teachers I met signed the record
book
that
was
on
the
table.

All the teachers, who I met, signed the
record book, which was on the table.

Two describing clauses, implying the writer
met all the teachers, and that there was just
one record book.

All the teachers, who I met, signed the
record book, which was on the table.

All the teachers, who I met, signed the
record book which was on the table.

One describing clause, then one defining
clause, implying the writer met all the
teachers, but there were other record
books in other places.

All the teachers, who I met, signed the
record book that was on the table.

All the teachers who I met signed the record
book, which was on the table.

One defining clause, then one describing
clause, implying there may be other
teachers that the writer didn’t meet, but
there was just one record book.

All the teachers I met signed the record
book, which was on the table.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

6/10

The word “shall” is a
notoriously
ambiguous word,
with different shades
of meaning.

Shall
■ Do not use “shall”.
■ Alternatives to “shall”:
Use
must

is required to

may

has discretion to; is permitted to

is entitled to

has a right to

will

a future contingency

e.g.,
“Shall” used in an ambiguous manner

Page | 20

To mean

Possible meanings of “shall”

Using alternatives to “shall”

All money owing by Customer….shall be
repaid by 1 December 2013.

Mandatory

All money owing by Customer….must be
repaid by 1 December 2013.

Distributor’s placement of orders for
Promotion Products shall be deemed
Distributor’s unequivocal acceptance of the
Promotion Terms.

Declaratory

Distributor’s placement of orders for
Promotion Products is taken to be
Distributor’s unequivocal acceptance of the
Promotion Terms.

Distributor shall be entitled to....

Having a right

Distributor is entitled to....

Adobe shall, if it chooses, pay shipping costs
that it deems reasonable.

Permissive

Adobe may, if it chooses, pay shipping costs
that it deems reasonable.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

7/10

Surplus Words
■ Omit surplus words. Use shorter words or phrases.

Page | 21

at that point in time

then

in the course of

during

at the time at which

when

in the event that

if

bring an action against

sue

in the nature of

like

by means of

by

is binding upon

binds

by reason of

because of

is unable to

cannot

by virtue of

by, under

not less than

at least

contractual obligations

contract obligations

on two separate occasions

twice

during such time as

while, during

pertaining to

about

for the purpose of

to

prior to

before

for the reason that

because

pursuant to

under, by, in accordance with

in accordance with

by, under

subsequent to

after

inasmuch as

since, because

under the provisions of

under

in connection with

with, about, concerning

terms and conditions

terms

in favour of

for

we are agreeable to

we agree

in light of the fact that

because

whether or not

whether

in order to

to

with a view to

to

in relation to

about, concerning

with regard to

on, about

in respect of

about

with reference to

about, concerning

Compound
constructions that use
three or four words to
do the work of one or
two words drag your
writing. Use a simple
form instead.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

8/10

■ Avoid word-wasting idioms.

Page | 22

all claims whether at law or in equity

all claims

because of the fact that

because

despite the fact that

although, even though

during the time that

during, while

for the period of

for

in many cases you will find

often you will find

in some instances the parties can

sometimes the parties can

insofar as … is concerned

[omit it and start with the subject]

in the majority of instances, the court will

usually the court will

in the situation in which

when

than was formerly the case

now

that was a situation in which the court

there the court

the fact that he had lied

his lying

the fact that the defendant was very young may have influenced the
jury

the defendant’s youth may have influenced the jury

the question as to whether

whether, the question whether

there is no doubt but that

doubtless, no doubt

this is a topic that

this topic

until such time as

until

Don't use words
too big for the
subject. Don't say
'infinitely' when
you mean 'very'.
Otherwise you'll
have no word left
when you want to
talk about
something really
infinite.

- C.S. Lewis

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

full and complete

complete

goods and chattels

goods

indemnify and hold harmless

indemnify

null and void

void

save and except

except

Legal English reflects
the mixture of
languages that has
produced the English
language generally.
For centuries
following the
Norman invasion,
English remained the
spoken language of
the majority of
England’s population,
but virtually all
writing was in French
or Latin.

arrive at the conclusion

conclude

e.g., “Null” comes
from the Latin nullus,
or from the Old
French nul. “Void”
comes from the old
French voide. The
pairing has virtually
become one word,
but strictly, though,
“void” alone suffices.

give a briefing

brief

make an application

apply

make a decision

decide

make an objection

object

make provision for

provide

perform an assessment

assess

take into consideration

consider

Synonyms
Use only the words you need and avoid repetition through the use of synonyms.

Verbs
Do not turn verbs into nouns.

Page | 23

9/10

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Word Choices

10/10

Don’t use “he”, “him”,
and “his” when
talking about both
men and women.

Gender-neutral Language
Generally, use gender-neutral language unless you are referring to a particular individual.
You can do so by:

selecting neutral words
workmen

workers

reasonable man

reasonable person

using “he or she” instead of “he” (but do not overuse)

repeating the noun
This can be a problem for the reader, but without this, he may
have to look elsewhere.

The committee member who abuses the authority of his
position may be replaced.

The committee member who abuses the authority of his the
position may be replaced.

An attorney who gives his undertaking to provide a
document.

An attorney who gives his undertaking undertakes to provide a
document.

writing in the plural
People who write in plain English endear themselves to the
reader.

rephrasing
Payments to board members must be approved by the
relevant chairman in his capacity as responsible officer.

The Prime Minister may, if he is of the view that…

using something other than a pronoun

The person who writes in plain English endears himself to the
reader.

This can be a problem for the reader, but without this, he the
reader may have to look elsewhere.

dropping the pronoun
The Prime Minister may, if he is of the view that…

Using “he or “she”
may be clumsy,
especially if you need
to write it several
times. “He/she” and
“s(he)” do not look
good and are hard to
read aloud.

As responsible officer, the relevant chair must approve
payments to board members.

using “they” with a singular noun
Everyone has inherent dignity and the right to have their dignity respected and protected.
(section 10 of the South African Constitution)

Page | 24

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Provisos

1/2

Eliminate provisos.
■ Provisos that attach a condition
Used correctly, they attach a condition to a sentence. But “if ” can be used just as well and sounds a lot better:
Customer grants to Adobe and its Affiliates the non‐exclusive,
perpetual, worldwide right to use, copy, transmit, index, model,
aggregate (including combination with similar data of other
customers of Adobe and its Affiliates), publish, display, resell,
and/or distribute anonymous information derived from
Customer Data, or portions thereof (which information may
include but is not limited to web browser, screen resolution,
and mobile device type), provided that no such use(s) shall
include any information that identifies Customer or its
Customer Site visitors.

Customer grants Adobe and its Affiliates a non-exclusive,
perpetual and worldwide licence to use, copy, transmit, index,
model, aggregate, publish, display, resell, and distribute any
non-personally identifiable information derived from
Customer Data (or portions of it), if Customer or Customer Site
visitors are not identified. This information may include web
browser, screen resolution and mobile device type.

Sentences with
“provided that” are
usually difficult to
understand. The
provisos are often
used incorrectly. They
should be avoided.

■ Provisos that include an exception or qualification
If the proviso is really an exception or qualification, replace it with “except” or “but”:
Customer may renew Maintenance and Support for the
product, provided that Customer may not do so if Adobe has
discontinued the product.

Customer may renew Maintenance and Support for the
product, but only if Adobe has not discontinued the product.

■ Provisos that are independent statements
If the proviso is really an independent statement, put it in a new sentence:
Each party must pay its own legal costs for the preparation of
this agreement, provided that the parties must bear equally
any stamp duty on this agreement.

Page | 25

Each party must pay its own legal costs for the preparation of
this agreement. The parties must bear equally any stamp duty
on this agreement.

Adobe Legal Department Style Guide

THE SUBSTANCE

Guidelines for Writing Clearly

Provisos

2/2

■ Provisos as conjunctive phrases

Customer Site(s): means the current and future website(s) and
applications which are owned and operated by Customer, OR
hosted or operated by a third party on Customer’s behalf or by
Adobe on Customer’s behalf; provided that, in all cases, such
websites and applications contain Customer’s brand or logo
AND Customer creates, maintains, controls, and is responsible
for the relevant privacy policy and/or related disclosures
displayed in or linked from such websites and applications.

“Customer Site” means any current or future website or
application which: (A) is owned and operated by Customer, or
hosted or operated by a third party or Adobe on Customer’s
behalf; (B) contains Customer’s brand or logo; and (C) contains
a privacy policy for which Customer is responsible for
enforcing.

Whenever we
can make 25
words do the
work of 50, we
halve the area
in which
looseness and
disorganization
can flourish.

“Taxes” means any and all sales, use, excise, import or export,
value added or similar tax, provided that tax based on Adobe’s
net income is excluded.

“Taxes” means sales, use, excise, import, export, value added,
or similar tax, and does not include tax based on Adobe’s net
income.

- Wilson Follett

If the proviso is really a conjunctive phrase, use “and” instead of the proviso:

Page | 26

Adobe Legal Department Style Guide

BIBLIOGRAPHY
BIBLIOGRAPHY
https://adobe.share-

point.com/sites/lgr/Adams Kenneth,
A Manual of Style for Contract Drafting (3rd Edition) (American Bar Association Business Law Section)
Adler Mark, Clarity for Lawyers: Effective Legal Writing (2nd Edition) (The Law Society)
Aitken JK, Butt Peter, The Elements of Drafting (10th Edition) (Lawbook Co., Australia)
Asprey Michele, Plain Language for Lawyers (4th Edition) (Federation Press)
Burchfield, R.W., Fowler’s Modern English Usage (Revised 3rd Edition) (Oxford University Press)
Butt Peter, Castle Richard, Modern Legal Drafting: A Guide to Using Clearer Language (2nd Edition) (Cambridge University Press)
https://adobe.shareCutts Martin, Oxford Guide to Plain English (3rd Edition) (Oxford University Press)
point.com/sites/lgr/Garner Bryan, Legal Writing in Plain English (The University of Chicago Press)
Garner Bryan, Garner’s Dictionary of Legal Usage (Oxford University Press)
Garner Bryan, The Redbook: A Manual on Legal Style (West, 2nd edition revised, 2006)
Wydick Richard, Plain English for Lawyers (5th Edition) (Carolina Academic Press)
https://adobe.sharepoint.com/sites/lgr/Style%20Guide%20Templates%20%20Resources

Simplicity is
the ultimate
sophistication.
- Leonardo da Vinci

https://adobe.sharepoint.com/sites/lgr/Style%20Guide%20Templates%20%20Resources

mailto:legalstyle@adobe.com

Copyright © 2010-2015 Adobe Systems Incorporated. All rights reserved.

www.clearest.co.uk
This work is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International License

Page | 27

Adobe Legal Department Style Guide